Compensation Committee Consulting

The Executive Compensation Group of VedderPrice is a team of attorneys that leverages extensive experience in compensation matters to create win-win solutions through which a company can attract, retain and properly motivate premier executive talent while maintaining a central focus on advancing the interests of the shareholders. Whether the challenge is to retain and appropriately reward an in-place successful management team or to recruit and provide sound incentives for talented individuals from outside the organization, independent expert analysis and advice is invaluable in enabling a board of directors and the compensation committee to establish and maintain a positive, productive relationship with its executives without comprising its responsibilities to investors. Executive employment and compensation arrangements have never been more complex, often requiring expert advice from across disciplines such as competitive pay benchmarking, equity incentive analysis, design of customized long-term performance measures, supplemental retirement arrangements, accounting treatment, securities law disclosure, tax law, and employee benefits and pension law. The Executive Compensation Group has extensive experience with these areas and leverages the full range of VedderPrice in-house resources to create and complete the plan or arrangement that is appropriate, reasonable and optimal for each corporate client.

A History of Successful Advisory Engagements

Since 1980, the Executive Compensation Group has developed unique skill and experience in analyzing, negotiating, and documenting senior executive employment and compensation arrangements. Intense competition for the most talented executives, the need for strict confidentiality, and the complexity of evolving compensation components have placed a premium on creating customized executive compensation programs. Our lawyers have extensive experience advising corporate boards of directors and compensation and search committees in coordination with human resource and legal departments. We have delivered independent advice and opinions to boards and committees regarding:

• CEO and other senior executive peer compensation analysis, employment agreements and severance arrangements.
• Supplemental executive retirement plans (SERPs).
• Change-in-control agreements.
• Special retention programs.
• Annual and long-term cash incentive plans.
• Equity-based incentive plans using stock options, restricted stock, stock appreciation rights, performance units, phantom stock and other equity-based interests.
• Deferred compensation arrangements.
• Director compensation analysis and design.

Structuring Solutions - Building Relationships

When retained by a board of directors or a compensation or search committee, our role is to assist the company in facing the challenges presented by executive compensation, recruitment and retention issues. Although a compensation committee must develop market-competitive senior executive compensation plans, it also must act responsibly in protecting the interests of shareholders. In the best of circumstances, this is obviously a difficult balancing act. It can only be achieved with the assistance of independent expert advice. Our understanding of the legal principles defining the fiduciary duty of the compensation committee and the board as a whole, as well as the practical implications of that duty, combined with our extensive knowledge of the objectives and concerns of top-tier executives enables us to work efficiently with a committee or board in developing equitable, appropriate, and well-targeted compensation arrangements, including designing long-term performance measures tailored to reflect the strategic objectives of the company.  Whatever the challenge, the VedderPrice team brings a wealth of experience together with a practical approach to help achieve a win-win result for both the shareholders and the management team.

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